COMMUNITY BANK OF TRI-COUNTY
                          SALARY CONTINUATION AGREEMENT


     THIS  AGREEMENT is adopted this 6th day of September,  2003, by and between
COMMUNITY  BANK OF  TRI-COUNTY,  a  state-chartered  commercial  bank located in
Waldorf, Maryland (the "Company"), and MICHAEL L. MIDDLETON (the "Executive").

                                  INTRODUCTION

     To  encourage  the  Executive  to remain an  employee of the  Company,  the
Company is willing to provide salary continuation benefits to the Executive. The
Company will pay the benefits from its general assets.

                                   AGREEMENT

     The Company and the Executive agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Whenever used in this Agreement, the following words and phrases shall have
the meanings specified:

     1.1 "Change of Control" The term "Change in Control"  shall mean any one of
the following events: (i) the acquisition of ownership, holding or power to vote
more than 25% of the voting  stock of the Company or the  Corporation;  (ii) the
acquisition  of the  ability  to  control  the  election  of a  majority  of the
Company's or the Corporation's directors; (iii) the acquisition of a controlling
influence over the  management or policies of the Company or the  Corporation by
an y person or by persons  acting as a "group"  (within  the  meaning of Section
13(d) of the Securities  Exchange Act of 1934); or (iv) during any period of two
consecutive years, individuals (the "Continuing Directors") who at the beginning
of  such  period  constitute  the  Board  of  Directors  of the  Company  or the
Corporation  (the "Existing  Board") cease for any reason to constitute at least
two-thirds  thereof,  provided that any individual  whose election or nomination
for  election  as a member of the  Existing  Board was  approved by a vote of at
least two-thirds of the Continuing  Directors then in office shall be considered
a  Continuing  Director.   Notwithstanding  the  foregoing,   the  Corporation's
ownership of the Company shall not of itself  constitute a Change in Control for
purposes  of the  Agreement.  For  purposes  of this  paragraph  only,  the term
"person"  refers  to  an  individual  or  a  corporation,   partnership,  trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.

     1.2 "Code" means the Internal Revenue Code of 1986, as amended.

                                       1
<PAGE>

     1.3 "Corporation" means the Tri-County Financial Corporation.

     1.4  "Disability"  means a physical or mental  infirmity  which impairs the
Executive's  ability to  substantially  perform his duties under the  Employment
Agreement with the Company and which results in the Executive  becoming eligible
for long-term  disability benefits under the Company's long-term disability plan
(or if the Company  has no such plan in effect,  which  impairs the  Executive's
ability to substantially perform his duties under the Employment Agreement for a
period of 180 consecutive days).

     1.5 "Effective Date" means March 28, 2003.

     1.6 "Employment  Agreement" means the Restated Employment Agreement between
the Company and the Executive date February 23, 1998, as the same may be amended
from time to time.

     1.7 "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

     1.8 "Normal Retirement Age" means the Executive attaining age 62.

     1.9 "Plan Year" means a  twelve-month  period  commencing  on January 1 and
ending on December 31 of each year.  The initial Plan Year shall commence on the
Effective Date of this Agreement.

     1.10 "Termination for Cause" shall be defined as set forth in Article 5.

     1.11  "Termination  of  Employment"  means that the Executive  ceases to be
employed by the Company for any reason, voluntary or involuntary,  other than by
reason of a leave of absence approved by the Company.

     1.12 "Years of Service" means the twelve consecutive month period beginning
on the Executive's date of hire and any twelve (12) month  anniversary  thereof,
during the entirety of which time the Executive is an employee of the Company.

                                    ARTICLE 2
                                LIFETIME BENEFITS

     2.1 Normal Retirement  Benefit.  Upon Termination of Employment on or after
the  Executive's  Normal  Retirement  Age,  other than for reason of death,  the
Company shall pay to the Executive the benefit  described in this Section 2.1 in
lieu of any other benefit under this Agreement.

          2.1.1  Amount of  Benefit.  The benefit  under this  Section 2.1 is an
     annual benefit of $128,048 (One Hundred  Twenty-Eight  Thousand Forty-Eight
     Dollars) for a period of fifteen (15) years resulting in a total benefit of
     $1,920,720  (One Million Nine Hundred Twenty


                                       2
<PAGE>

     Thousand Seven Hundred Twenty  Dollars).  The Company's Board of Directors,
     in its sole discretion,  through duly adopted resolution,  may increase the
     annual benefit under this Section

          2.1.2.  Payment of Benefit.  The Company  shall pay the benefit to the
     Executive in 180 equal  monthly  installments  of $10,671 (Ten Thousand Six
     Hundred Seventy-One  Dollars) commencing with the month following the later
     of (a) the  Executive's  Termination  of  Employment,  or (b) the Executive
     attaining age 65.

     2.2 Early  Termination  Benefit.  Upon  Termination of Employment  prior to
Normal  Retirement Age, other than for reasons of Disability,  Change of Control
or death,  the Company shall pay to the Executive the benefit  described in this
Section 2.2 in lieu of any other benefit under this Agreement.

          2.2.1  Amount of  Benefit.  The  benefit  under  this  Section  2.2 is
     determined by multiplying the Normal Retirement Benefit amount described in
     Section  2.1.1  by a  fraction  (rounded  to the  nearest  hundredth),  the
     numerator  of which is the  number of Years of  Service  at the time of the
     Executive's termination of employment (rounded to one tenth of a year); and
     the  denominator is the number of Years of Service that the Executive would
     have had if the Executive had remained  employed with the Company until the
     Normal Retirement Age (rounded to one tenth of a year).

          2.2.2  Payment of Benefit.  The  Company  shall pay the benefit to the
     Executive  in 180  equal  monthly  installments  commencing  with the month
     following the Executive attaining age 65.

     2.3 Disability  Benefit.  Upon  Termination of Employment due to Disability
prior to Normal  Retirement  Age,  the Company  shall pay to the  Executive  the
benefit  described in this Section 2.3 in lieu of any other  benefit  under this
Agreement.

          2.3.1  Amount of Benefit.  The benefit  under this  Section 2.3 is the
     Normal Retirement Benefit amount described in Section 2.1.1.

          2.3.2 Payment of Benefit.  The Company shall pay the annual benefit to
     the Executive in 180 equal monthly  installments  commencing with the month
     following the Executive  attaining age 65, paying the annual benefit to the
     Executive for a period of 15 years.

     2.4 Change of Control  Benefit.  Upon  Termination of Employment  within 24
months subsequent to a Change of Control and prior to Normal Retirement Age, the
Company shall pay to the Executive the benefit  described in this Section 2.4 in
lieu of any other benefit under this Agreement.


                                       3
<PAGE>

          2.4.1  Amount of Benefit.  The benefit  under this  Section 2.4 is the
     Normal Retirement Benefit amount described in Section 2.1.1.

          2.4.2 Payment of Benefit.  The Company shall pay the annual benefit to
     the Executive in 12 equal monthly  installments  commencing  with the month
     following the Executive  attaining age 65, paying the annual benefit to the
     Executive for a period of 15 years.

          2.4.3 Excess Parachute  Payment.  In each calendar year that Executive
     is entitled to receive  payments or benefits  under the  provisions of this
     Agreement,  the Company shall determine if an excess parachute  payment (as
     defined in Section 4999 of the Code) exists.  Such  determination  shall be
     made after taking any reductions  permitted pursuant to Section 280G of the
     Code and the regulations thereunder.  Any amount determined to be an excess
     parachute  payment  after  taking into  account  such  reductions  shall be
     hereafter referred to as the "Initial Excess Parachute Payment." As soon as
     practicable after a Change in Control, the Initial Excess Parachute Payment
     shall be  determined.  Upon the Date of  Termination  following a Change in
     Control, the Company shall pay Executive, subject to applicable withholding
     requirements under applicable state or federal law, an amount equal to:

          (a)  twenty (20) percent of the Initial Excess  Parachute  Payment (or
               such other amount equal to the tax imposed  under Section 4999 of
               the Code); and

          (b)  such  additional  amount (tax  allowance)  as may be necessary to
               compensate  Executive  for the payment by  Executive of state and
               federal  income and excise  taxes on the payment  provided  under
               clause  (1)  and  on any  payments  under  this  Clause  (2).  In
               computing such tax allowance, the payment to be made under Clause
               (1) shall be multiplied by the "gross up percentage" ("GUP"). The
               GUP shall be determined as follows:

               GUP  =  Tax Rate divided by  (1 minus Tax Rate)

               The "Tax Rate" for purposes of computing the GUP shall be the sum
               of  the   highest   marginal   federal   and  state   income  and
               employment-related tax rates, including any applicable excise tax
               rates,  applicable  to the  Executive  in the year in  which  the
               payment under Clause (a) is made.

          (c)  Notwithstanding  the  foregoing,  if  it  shall  subsequently  be
               determined  in  a  final  judicial   determination   or  a  final
               administrative  settlement to which Executive is a party that the
               excess parachute  payment as defined in Section 4999 of the Code,
               reduced  as  described  above,  is more than the  Initial  Excess
               Parachute Payment (such different amount being hereafter referred
               to as the  "Determinative  Excess  Parachute  Payment")  then the
               Company's independent accountants shall determine the amount (the
               "Adjustment  Amount")  the Company  must pay to the  Executive in
               order to put the  Executive in the same position as the Executive
               would have been if the Initial Excess Parachute



                                       4
<PAGE>

               Payment  had been  equal to the  Determinative  Excess  Parachute
               Payment.  In  determining  the  Adjustment  Amount,   independent
               accountants  of the Company  shall take into  account any and all
               taxes  (including  any  penalties  and  interest)  paid by or for
               Executive or refunded to Executive or for Executive's benefit. As
               soon as  practicable  after  the  Adjustment  Amount  has been so
               determined,  the  Company  shall  pay the  Adjustment  Amount  to
               Executive.  In no event however, shall Executive make any payment
               under this paragraph to the Company.

     2.5 Early Payout. If the Executive's Termination of Employment occurs prior
to age 65, he may in a  written  request  to the  Company  elect to have  annual
benefit payments commence within 30 days following his Termination of Employment
rather  than at age 65,  provided  the  election  is made  13  months  prior  to
Termination  of  Employment.  If such election  occurs the annual benefit amount
shall be  further  reduced  per  month for each  month  between  Termination  of
Employment  and age 65. Said  reduction  shall be determined by using the 5-year
Treasury  Constant  Maturity Rate (not to exceed 6% annually) as of the last day
of the month prior to Termination of Employment, divided by 12.

                                    ARTICLE 3
                                 DEATH BENEFITS

     3.1 Death During Active Service.  If the Executive dies while in the active
service of the Company, the Company shall pay to the Executive's beneficiary the
benefit described in this Section 3.1. This benefit shall be paid in lieu of the
benefits under Article 2.

          3.1.1  Amount of Benefit.  The benefit  under this  Section 3.1 is the
     Normal Retirement Benefit amount described in Section 2.1.1.

          3.1.2  Payment of Benefit.  The  Company  shall pay the benefit to the
     Executive's  beneficiary in 180 equal monthly installments  commencing with
     the month following the Executive's death.

     3.2 Death  During  Payment of a Benefit.  If the  Executive  dies after any
benefit  payments have  commenced  under Article 2 of this  Agreement but before
receiving all such payments, the Company shall pay the remaining benefits to the
Executive's beneficiary at the same time and in the same amounts they would have
been paid to the Executive had the Executive survived.

     3.3 Death After  Termination  of Employment But Before Payment of a Benefit
Commences.  If the  Executive is entitled to a benefit  under  Article 2 of this
Agreement,  but dies prior to the  commencement  of said benefit  payments,  the
Company shall pay the same benefit payments to the

                                       5
<PAGE>

Executive's beneficiary that the Executive was entitled to prior to death except
that the benefit payments shall commence on the first day of the month following
the  date  of  the  Executive's   death,   without  any  reduction  for  earlier
commencement.

                                    ARTICLE 4
                                  BENEFICIARIES

     4.1 Beneficiary  Designations.  The Executive shall designate a beneficiary
for purposes of Article 3 of this Agreement by filing a written designation with
the Company.  The Executive may revoke or modify the  designation at any time by
filing a new designation. However, designations will only be effective if signed
by the Executive and received by the Company  during the  Executive's  lifetime.
The Executive's beneficiary designation shall be deemed automatically revoked if
the beneficiary predeceases the Executive, or if the Executive names a spouse as
beneficiary  and the marriage is subsequently  dissolved.  If the Executive dies
without  a valid  beneficiary  designation,  all  payments  shall be made to the
Executive's estate.

     4.2  Facility of Payment.  If a benefit is payable to a minor,  to a person
declared  incompetent,  or to a person  incapable of handling the disposition of
his or her  property,  the Company may pay such benefit to the  guardian,  legal
representative  or person having the care or custody of such minor,  incompetent
person or  incapable  person.  The Company may  require  proof of  incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit.  Such  distribution  shall  completely  discharge  the Company from all
liability with respect to such benefit.

                                    ARTICLE 5
                               GENERAL LIMITATIONS

     5.1 Termination for Cause.  Notwithstanding any provision of this Agreement
to the contrary,  the Company shall not pay any benefit under this  Agreement if
the Company  terminates the Executive's  employment for Cause. Cause shall mean,
in the  good  faith  determination  of the  Company's  Board of  Directors,  the
Executive's personal  dishonesty,  incompetence,  willful misconduct,  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule or  regulation  (other than traffic
violations or similar  offenses) or final  cease-and-desist  order,  or material
breach of any  provision  of this  Agreement.  No act, or failure to act, on the
Executive's part shall be considered "willful" unless he has acted, or failed to
act,  with an absence of good faith and  without a  reasonable  belief  that his
action or failure to act was in the best interest of the Company.

     5.2 Suicide or  Misstatement.  The Company  shall not pay any benefit under
this  Agreement if the Executive  commits  suicide  within three years after the
date of this Agreement. In addition, the Company shall not pay any benefit under
this Agreement if the Executive has made any material misstatement of fact on an
employment application or resume provided to the Company, on any application for
any benefits provided by the Company to the Executive, or on any application for
insurance that the Company may purchase on the life of Executive.

                                       6


<PAGE>

     5.3  Termination  or Suspension  Under Federal Law. (1) If the Executive is
removed and/or  permanently  prohibited from participating in the conduct of the
Company's  affairs by an order issued under  Sections 8(c )(4) or 8(g)(1) of the
Federal Deposit  Insurance Act ("FDIA") (12 U.S.C.  1818(e)(4) and (g)(1)),  all
obligations  of the Company  under this  Agreement  shall  terminate,  as of the
effective  date of the order,  but  vested  rights of the  parties  shall not be
affected.

     (2) If the Company is in default  (as defined in Section  3(x)(1) of FDIA),
     all  obligations  under this  Agreement  shall  terminate as of the date of
     default;  however, this Paragraph shall not affect the vested rights of the
     parties.

     (3) If a notice  served  under  Section  8(e)(3)  of the  FDIA  (12  U.S.C.
     1818(e)(3) or (g)(1)) suspends and/or  temporarily  prohibits the Executive
     from participating in the conduct of the Company's  affairs,  the Company's
     obligations  under this Agreement shall be suspended as of the date of such
     service,  unless stayed by appropriate  proceedings.  If the charges in the
     notice  are  dismissed,  the  Company  may in its  discretion  (i)  pay the
     Executive  all or part  of the  compensation  withheld  while  is  contract
     obligations  were suspended,  and (ii) reinstate (in whole or in apart) any
     of its obligations which were suspended.

                                    ARTICLE 6
                           CLAIMS AND REVIEW PROCEDURE

     6.1 Claims  Procedure.  Any  individual  ("claimant")  who has not received
benefits under the Agreement that he or she believes should be paid shall make a
claim for such benefits as follows:

          6.1.1  Initiation - Written Claim.  The claimant  initiates a claim by
     submitting to the Company a written claim for the benefits.

          6.1.2 Timing of Company  Response.  The Company  shall respond to such
     claimant  within  90  days  after  receiving  the  claim.  If  the  Company
     determines  that  special   circumstances   require   additional  time  for
     processing  the claim,  the  Company can extend the  response  period by an
     additional 90 days by notifying  the claimant in writing,  prior to the end
     of the initial  90-day  period that an additional  period is required.  The
     notice of extension must set forth the special  circumstances  and the date
     by which the Company expects to render its decision.

          6.1.3  Notice of  Decision.  If the Company  denies part or all of the
     claim, the Company shall notify the claimant in writing of such denial. The
     Company  shall  write  the  notification  in  a  manner  calculated  to  be
     understood by the claimant. The notification shall set forth:

               (a) The specific reasons for the denial;
               (b) A reference to the specific  provisions of this  Agreement on
          which the denial is based;



                                       7
<PAGE>

               (c) A  description  of any  additional  information  or  material
          necessary for the claimant to perfect the claim and an  explanation of
          why it is  needed;
               (d) An explanation of this Agreement's  review procedures and the
          time limits applicable to such procedures; and
               (e) A statement of the  claimant's  right to bring a civil action
          under ERISA Section 502(a) following an adverse benefit  determination
          on review.

     6.2 Review  Procedure.  If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Company of
the denial, as follows:

          6.2.1  Initiation  - Written  Request.  To initiate  the  review,  the
     claimant,  within 60 days after  receiving the Company's  notice of denial,
     must file with the Company a written request for review.

          6.2.2 Additional  Submissions - Information Access. The claimant shall
     then have the opportunity to submit written  comments,  documents,  records
     and other information relating to the claim. The Company shall also provide
     the claimant,  upon request and free of charge,  reasonable  access to, and
     copies  of, all  documents,  records  and other  information  relevant  (as
     defined  in  applicable  ERISA  regulations)  to the  claimant's  claim for
     benefits.

          6.2.3 Considerations on Review. In considering the review, the Company
     shall take into account all materials and information the claimant  submits
     relating  to the claim,  without  regard to whether  such  information  was
     submitted or considered in the initial benefit determination.

          6.2.4 Timing of Company Response. The Company shall respond in writing
     to such claimant within 60 days after receiving the request for review.  If
     the Company determines that special  circumstances  require additional time
     for processing the claim,  the Company can extend the response period by an
     additional 60 days by notifying  the claimant in writing,  prior to the end
     of the initial  60-day  period that an additional  period is required.  The
     notice of extension must set forth the special  circumstances  and the date
     by which the Company expects to render its decision.

          6.2.5  Notice of  Decision.  The Company  shall notify the claimant in
     writing of its decision on review. The Company shall write the notification
     in a manner  calculated to be understood by the claimant.  The notification
     shall set forth:

               (a) The specific reasons for the denial;
               (b) A reference to the specific  provisions of this  Agreement on
          which the denial is based;
               (c) A statement  that the  claimant is entitled to receive,  upon
          request and free of charge,  reasonable  access to, and copies of, all
          documents,  records  and other  information  relevant  (as  defined in
          applicable  ERISA  regulations) to the claimant's  claim for benefits;
          and
               (d) A statement  of the claimant's  right to bring a civil action
          under ERISA Section 502(a).



                                       8
<PAGE>

                                    ARTICLE 7
                           AMENDMENTS AND TERMINATION

     This  Agreement  may be amended or terminated  only by a written  agreement
signed by the Company and the Executive.

                                    ARTICLE 8
                                  MISCELLANEOUS

     8.1  Binding  Effect.  This  Agreement  shall  bind the  Executive  and the
Company,   and   their   beneficiaries,    survivors,   executors,   successors,
administrators and transferees.

     8.2 No Guarantee of Employment.  This Agreement is not an employment policy
or contract.  It does not give the  Executive the right to remain an employee of
the Company,  nor does it interfere  with the  Company's  right to discharge the
Executive.  It also does not require  the  Executive  to remain an employee  nor
interfere with the Executive's right to terminate employment at any time.

     8.3  Non-Transferability.  Benefits  under this  Agreement  cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

     8.4 Reorganization. The Company shall not merge or consolidate into or with
another  company,  or  reorganize,  or sell  substantially  all of its assets to
another company,  firm, or person unless such succeeding or continuing  company,
firm, or person agrees to assume and  discharge the  obligations  of the Company
under this Agreement.  Upon the occurrence of such event,  the term "Company" as
used in this  Agreement  shall be deemed to refer to the  successor  or survivor
company.

     8.5 Tax Withholding. The Company shall withhold any taxes that are required
to be withheld from the benefits provided under this Agreement.

     8.6  Applicable  Law.  The  Agreement  and all  rights  hereunder  shall be
governed by the laws of the State of Maryland, except to the extent preempted by
the laws of the United States of America.

     8.7  Unfunded  Arrangement.  The  Executive  and  beneficiary  are  general
unsecured  creditors  of the  Company  for the  payment of  benefits  under this
Agreement.  The benefits  represent  the mere promise by the Company to pay such
benefits.  The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge,

                                       9
<PAGE>

encumbrance,  attachment,  or  garnishment  by  creditors.  Any insurance on the
Executive's  life is a general  asset of the Company to which the  Executive and
beneficiary have no preferred or secured claim.

     8.8 Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the Company and the Executive as to the subject matter hereof. No rights
are  granted  to the  Executive  by virtue of this  Agreement  other  than those
specifically set forth herein.

     8.9  Administration.  The Company  shall have powers which are necessary to
administer this Agreement, including but not limited to:

          (a)  Establishing  and  revising  the  method  of  accounting  for the
     Agreement;
          (b) Maintaining a record of benefit payments;
          (c)  Establishing   rules  and  prescribing  any  forms  necessary  or
     desirable to administer the Agreement; and
          (d) Interpreting the provisions of the Agreement.



     IN  WITNESS  WHEREOF,  the  Executive  and the  Company  have  signed  this
Agreement.


EXECUTIVE:                                       COMPANY:
                                                 COMMUNITY BANK OF TRI-COUNTY
/s/ Michael L. Middleton
----------------------------------                By /s/ H. Beaman Smith
MICHAEL L. MIDDLETON                                ----------------------------

                                                  Title  Secretary/Treasurer
                                                       -------------------------

                                                   By
                                                     ---------------------------

                                                   Title
                                                        ------------------------



                                       10
<PAGE>



                             BENEFICIARY DESIGNATION

                          COMMUNITY BANK OF TRI-COUNTY
                          SALARY CONTINUATION AGREEMENT

                              MICHAEL L. MIDDLETON

I designate the following as beneficiary of any death benefits under this
Agreement:

Primary:
        ------------------------------------------------------------------------

        ------------------------------------------------------------------------
       Relationship and Social Security Number:
                                               ---------------------------------
Contingent (if the Primary is deceased):
                                        ----------------------------------------

       -------------------------------------------------------------------------

       Relationship and Social Security Number:
                                               ---------------------------------
Note:

o    Include  instructions  regarding how you want  benefits  divided if you are
     naming more than one Primary or Contingent  beneficiary  and their share is
     not equal.

o    To name a trust as  beneficiary,  please provide the name of the trustee(s)
     and  the  exact  name  and  date  of  the  trust   agreement  and  the  tax
     identification number.

I understand  that I may change these  beneficiary  designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically  revoked if the beneficiary  predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature
          -----------------------------------
                  MICHAEL L. MIDDLETON

Date
     ----------------------------------------



Received by the Company this   day of                  , 2003.
                            ---       -----------------

By
  --------------------------------------

Title
      -----------------------------------

                                       11
<PAGE>



SCHEDULE OF EARLY RETIREMENT BENEFITS
(as of each December 31)

Michael L. Middleton

Date of Hire                                 April 30, 1973

Normal Retirement Date (Age 62)              October 18, 2009

<TABLE>
<CAPTION>

                        (1)           (2)                      (3)               (4)                (5)          (6)
                                            Years of Service                                      Normal        Early
   Year               Age as        ---------------------------------     Early Retirement      Retirement    Retirement
  Ended                of           At End               At Normal            "Vesting"           Annual    Annual Benefit
December 31:       December 31:     of Year           Retirement Date           Factor            Benefit  as of December 31
------------       ------------     -------           ---------------           ------            -------  -----------------
<S>                     <C>          <C>                  <C>                    <C>               <C>            <C>
                                                                            [col 2/col 3]                  [col 4 X col 5]

   2003               56              30.7                 36.5                 0.84             128,048         107,560
   2004               57              31.7                 36.5                 0.87             128,048         111,402
   2005               58              32.7                 36.5                 0.90             128,048         115,243
   2006               59              33.7                 36.5                 0.92             128,048         117,804
   2007               60              34.7                 36.5                 0.95             128,048         121,646
   2008               61              35.7                 36.5                 0.98             128,048         125,487
October 18, 2009  Normal Ret. Date    36.5                 36.5                 1.00             128,048         128,048
</TABLE>

                                       13